8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  December 17, 2012

DYNATRONICS CORPORATION

(Exact name of registrant as specified in its charter)

Utah	0-12697	87-0398434
(State or Other Jurisdiction of Incorporation)	Commission File Number	(IRS Employer Identification Number)

7030 Park Centre Dr., Salt Lake City, Utah                            84121

(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code: (801) 568-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07             Submission of Matters to a Vote of Security Holders.

Dynatronics Corporation (the “Company”) held its Annual Meeting of Shareholders on December 17, 2012.  A total of 10,537,642 shares (approximately 83%) of the issued and outstanding shares of the Company’s common stock were represented by proxy or in person at the meeting.  The following matters were submitted and voted upon at the Annual Meeting:

1.   The shareholders voted to elect five individuals to the Board of Directors for the succeeding year as set forth below:

Name	Number of Shares For	Number of Shares Withheld	Number of Shares Abstaining
Kelvyn H. Cullimore, Jr.	5,112,401	26,783	143,972
Larry K. Beardall	4,829,731	309,453	143,972
Howard L. Edwards	5,026,238	112,946	143,972
Val J. Christensen	5,026,338	112,846	143,972
Joseph H. Barton	5,026,338	112,846	143,972

2.   The shareholders voted to approve a reverse stock split at a ratio of one-for-five shares, effectively reducing the number of shares issued and outstanding to 1/5th of the current number, from 12,688,650 shares to approximately 2,537,730 shares of common stock, no par value, after giving effect to the reverse split.  Fractional shares resulting from the reverse split will be rounded up to the nearest whole share.  The vote on the reverse split proposal was as follows:

Number of Shares For	Number of Shares Withheld	Number of Shares Abstaining
9,792,440	724,412	20,790

3.   The shareholders voted to ratify the Board’s selection of Larson & Rosenberger LLP as our independent registered public accountant for fiscal year ending June 30, 2013 as set forth below:

Number of Shares For	Number of Shares Withheld	Number of Shares Abstaining
10,484,742	47,018	22,084

An amendment to the Company’s Articles of Incorporation describing the effect of the reverse split was filed with the State of Utah on December 18, 2012, the effective date of the reverse split will be on or about December 19, 2012.

Item 9.01             Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.	Description
3.1	Amendment to Articles of Incorporation, filed December 18, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DYNATRONICS CORPORATION

By:  /s/ Terry Atkinson

Terry Atkinson

Chief Financial Officer

Date: December 18, 2012

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION OF

DYNATRONICS CORPORATION

Pursuant to and in accordance with the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act, as amended (the “Act”), the undersigned, Dynatronics Corporation (the “Corporation”) hereby declares and certifies the following Articles of Amendment to its Articles of Incorporation.

1.         The name of the Corporation is Dynatronics Corporation.

2.         The text of the amendment to the Articles of Incorporation of the Corporation adopted is as follows:

Following the final paragraph of ARTICLE III – CAPITAL STOCK of the Articles of Incorporation, the following text is inserted:

“Upon the filing of these Articles of Amendment to the Articles of Incorporation, each share of Common Stock of the Corporation issued and outstanding immediately prior to these Articles of Amendment to the Articles of Incorporation, without further action, will be automatically split and converted into one-fifth (1/5) of one (1) share of fully paid and nonassessable shares of Common Stock of the Corporation (the “Reverse Stock Split”).  No fractional shares shall be issued upon the Reverse Stock Split; rather, each fractional share resulting from the Reverse Stock Split shall be rounded up to the nearest whole number.  Each outstanding stock certificate of the Corporation, which prior to the filing of these Articles of Amendment represented one or more shares of Common Stock, shall immediately after such filing represent that number of shares of Common Stock equal to the product of (x) the number of shares of Common Stock represented on such certificates divided by (y) five (5) (such adjusted shares, the “Reclassified Shares”), with any resulting fractional shares rounded up to the nearest whole share as set forth above.  Any options, warrants or other purchase rights, which prior to the filing of these Articles of Amendment represented the right to acquire one or more shares of the Corporation’s Common Stock, shall immediately after such filing represent the right to acquire one-fifth (1/5) of one (1) share of the Corporation’s Common Stock for each share of the Corporation’s Common Stock that such option, warrant or other purchase right previously represented the right to acquire.  The exercise price of such options, warrants and purchase rights shall be adjusted by multiplying the existing exercise price by five (5).

The number of authorized shares of Common Stock of the Corporation and the par value of such shares will not be affected by these Articles of Amendment.

The Corporation shall, upon the request of each record holder of a certificate representing shares of Common Stock issued and outstanding immediately prior to the filing of these Articles of Amendment to the Articles of Incorporation, issue and deliver to such holder in exchange for such certificate a new certificate or certificates representing the Reclassified Shares.”

3.            The amendment specified above was adopted as of September 24, 2012, by the Board of Directors of the Corporation at a meeting duly convened, or by a unanimous consent resolution for such purpose, and in accordance with the requirements of the Act and the Bylaws of the Corporation.  The Board of Directors unanimously recommended approval of the amendment by the shareholders of the Corporation.

4.            The foregoing amendment to the Articles of Incorporation of the Corporation was authorized and approved pursuant to section 16-10a-1003 of the Act by a vote of the majority of the Corporation’s shareholders entitled to vote at an Annual Meeting of the shareholders of the Corporation as follows:

(a)            The number of issued and outstanding shares of Common Stock, voting as a class and entitled to vote on the foregoing amendment to the Articles of Incorporation was 12,688,650 of which 10,537,642 (or approximately 83% of the issued and outstanding) shares were represented in person or by proxy at the Annual Meeting, constituting a quorum of such issued and outstanding shares.

(b)            The shares of Common Stock present at the Annual Meeting in person or by proxy with respect to the amendment were voted as follows:

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DESIGNATION OF STOCK	NO. OF OUTSTANDING SHARES	NO. OF VOTES CAST	VOTES CAST FOR AMENDMENT	VOTES CAST AGAINST AMENDMENT OR ABSTAINING
Common Stock	12,688,650	10,537,642	9,792,440	745,202

(c)            No other class of stock was entitled to vote on the foregoing amendment.

(d)           The number of shares of Common Stock voted in favor of the amendment was equal to 92.9% of the shares present at the Annual Meeting and entitled to vote thereon, and represent approximately 77% of the total number of shares of Common Stock issued and outstanding on the record date established for the Annual Meeting.  Such votes cast were sufficient for approval of the amendment and the filing of these Articles of Amendment.

IN WITNESS WHEREOF, these Articles of Amendment to the Articles of Incorporation of the Corporation are executed as of December 17, 2012.

Dynatronics Corporation,

a Utah corporation

By: /s/ Kelvyn H. Cullimore, Jr.

Name: Kelvyn H. Cullimore, Jr.

Title: Chief Executive Officer

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